India Business Excellence Fund IV

Page 1 of 6 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2023/08/1052 31st October 2023 Notice under Section 6(2) of the Competition Act, 2002 filed by India Business Excellence Fund IV CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 30th August 2023, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) filed by India Business Excellence Fund IV (IBEF IV/Acquirer) acting through its investment manager MO Alternate Investment Advisors Private Limited (MO Alts) for the proposed acquisition of stake in SK Finance Limited (SK Finance/Target) [Hereinafter, the Acquirer and Target are collectively referred to as ‘Parties’]. 2. The notice has been filed pursuant to Share Subscription Agreement (SSA) dated 28th August 2023 entered inter alia amongst the Acquirer, the Target and Mr. Rajendra Kumar Setia, the promoter of Target (Promoter) and Share Purchase Agreement (SPA), dated 28th August Combination Registration No. C-2023/08/1052 Page 2 of 6 2023 entered inter alia amongst the Acquirer, Baring Private Equity India AIF (Seller 1), the Promoter (Seller 2) [Seller 1 and Seller 2, together, the Sellers] and the Target. The Parties, the Sellers and certain other shareholders of Target will also enter into a Shareholders’ Agreement (SHA). 3. The proposed combination envisages the acquisition of equity shares by the Acquirer constituting 5.31% of the issued and paid-up share capital of the Target on a fully diluted basis. Such acquisition of equity shares by the Acquirer will be by way of subscription of equity shares constituting 2.88% of the issued and paid-up share capital of the Target and purchase of equity shares constituting 2.43% of the issued and paid-up share capital of the Target, on a fully diluted basis, from certain existing shareholders of the Target [Proposed Combination]. 4. In terms of Regulation 14 of Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, the Commission, vide communications dated 18.09.2023 and 11.10.2023, sought certain information(s)/ clarification(s), inter alia, relating to the activities of the Parties and the response to the same was received on 27.09.2023 and 17.10.2023. 5. The Acquirer is a scheme of Business Excellence Trust IV, a trust set up under the Indian Trusts Act, 1882, and is registered with the Securities and Exchange Board of India as a Category II Alternative Investment Fund, whose trustee is Vistra ITCL (India) Limited. The Acquirer is a fund managed by MO Alts, which is a part of the Motilal Oswal Group. The Acquirer primarily invests in equity and equity-linked instruments and/or debt and/or mezzanine or other instruments of Indian or India-related companies in India. It is a sector- agnostic fund, providing growth capital to mid-sized companies. The Acquirer does not conduct any business operations worldwide outside of India. 6. MO Alts, the investment manager of the Acquirer, is a wholly owned subsidiary of Motilal Oswal Financial Services Limited (MOFSL), the parent company of the Motilal Oswal Group. MO Alts, also manages/advises other schemes including India Business Excellence Combination Registration No. C-2023/08/1052 Page 3 of 6 Fund II, India Business Excellence Fund IIA and India Business Excellence Fund III, which follow a similar investment strategy to the Acquirer. MO Alts also manages the following real estate funds: (i) India Realty Excellence Fund II LLP, (ii) India Realty Excellence Fund III, (iii) India Realty Excellence Fund IV and (iv) India Realty Excellence Fund V. These real estate funds provide mezzanine/structured credit solutions to established developers who are focused on mid-income housing at established locations. However, the real estate funds do not make any direct equity investments. MO Alts does not conduct any business operations outside of India. 7. The Motilal Oswal Group is a diversified financial services provider with products/services such as retail and institutional broking, private wealth management, investment banking, lending, private equity, asset management and home finance. The parent company of the Motilal Oswal Group is MOFSL. 8. MOFSL is an integrated technology-based financial services sector organization incorporated in India offering a wide range of services including retail and institutional broking, financial products distribution. MOFSL executes transactions in capital markets/equity derivatives/commodity derivatives/currency derivatives segments on behalf of its clients which include retail customers (including high net worth individuals), mutual funds, institutional investors, foreign institutional investors, financial institutions and corporate clients. Besides stockbroking, it also offers a bouquet of financial products and services like insurance, mutual funds, bonds etc. to its client base. MOFSL is also registered with the Securities and Exchange Board of India as Research Analyst, and with various other bodies/agencies in India like IRDA, AMFI, CERSAI, KRA agencies (CVL, Dotex, NDML, CAMS and Karvy) etc. MOFSL has certain subsidiaries1 incorporated outside India. These entities primarily act as a broker, dealer or distributor for MOFSL and help in garnering orders and distributing research reports pertaining to the Indian markets in the international market. 1 Indian Business Excellence Management Company, Motilal Oswal Asset Management (Mauritius) Private Limited, Motilal Oswal Capital Markets (Singapore) Pte. Limited, and Motilal Oswal Capital Markets (Hong Kong) Pte. Limited. Combination Registration No. C-2023/08/1052 Page 4 of 6 9. The Target is an unlisted public limited company incorporated and registered under the laws of India. Further, the Target is a non-banking finance company (NBFC) registered with the Reserve Bank of India (RBI) as a Non-Banking Non-Deposit Taking Systemically Important Asset Finance Company. The Target does not have any holding company or any subsidiary/ subsidiaries or affiliates and does not belong to any group. In India, the Target is engaged in the business of providing finance in the following segments: (i) Vehicle financing (new and used), and (ii) Lending to micro, small and medium enterprises (MSME). As part of its vehicle financing activities, Target provides loans for acquisition of commercial vehicles, cars, two wheelers and tractors. In its MSME lending business, Target’s customers are largely small retail business owners. The Target does not have any business operations outside India. 10. It is submitted in the notice that while the Acquirer does not carry out any activities, the activities of an affiliate of the Acquirer’s investment manager i.e., Motilal Oswal Home Finance Limited (a subsidiary of MOFSL) and the activities of the portfolio companies of the Acquirer i.e., IKF Finance Limited and Shubham Housing Development Finance Company Limited, overlap with Target’s activities. At the broadest level, the activities of the Parties exhibit horizontal overlap in the market for provision of loans and lending services and, at a narrow level, in the market for provision of retail loans. At a narrower level, the activities of the Parties exhibit horizontal overlap in: (a) market for provision of loans to MSMEs and its sub- segment i.e., market for provision of home improvement mortgage loans; and (b) market for provision of vehicle loans and its sub-segments i.e., markets for: (i) provision of two-wheeler loans, (ii) provision of four-wheeler passenger car loans and (iii) provision of commercial vehicle loans which may further be segmented into market for construction equipment loans. The geographic scope of the relevant product markets identified above may be considered as the whole of India. 11. Based on above, the Parties have provided competition assessment for the following relevant markets: (i) the market for provision of loans and lending services in India (Loans Market/ Broad Relevant Market); (ii) the market for provision of retail loans in India (Retail Loans Market/Narrow Market) and its segments: (a) the market for provision of loans to MSMEs in India (MSME Loans Segment/Narrower Relevant Market 1) and its sub-segment i.e.,